DJ EQS-AGM: AT&S Austria Technologie & Systemtechnik AG: Convocation of the 30th Ordinary General Meeting

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EQS-News: AT&S Austria Technologie & Systemtechnik AG / Announcement of the Convening of the General Meeting
AT&S Austria Technologie & Systemtechnik AG: Convocation of the 30th Ordinary General Meeting
2024-06-06 / 12:43 CET/CEST
Announcement of the Convening of the General Meeting, transmitted by EQS News - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.


AT & S Austria Technologie & Systemtechnik Aktiengesellschaft
Leoben, FN 55638 x
ISIN AT0000969985
("Company")

Convocation of the 30th Ordinary General Meeting

We hereby invite our shareholders to the 30th Ordinary General Meeting of AT & S Austria Technologie & Systemtechnik
Aktiengesellschaft on Thursday, July 4, 2024 at 10:00 a.m. (Vienna time), at the premises of Live Congress Leoben
BetriebsgmbH, 8700 Leoben, Hauptplatz 1.

The meeting will be webcasted at www.ats.net until the beginning of the general debate.

I. AGENDA

1. Report of the Management Board; submission of the individual adopted annual financial statements, the
directors' report, the (consolidated) corporate governance report and the (consolidated) non-financial report as
well as the consolidated financial statements and consolidated directors' report for the business year from
April 1, 2023 until March 31, 2024 (2023/24) and the report of the Supervisory Board for the business year from
April 1, 2023 until March 31, 2024 (2023/24) as well as of the proposal for the appropriation of the profits.

2. Resolution regarding the appropriation of the balance sheet profits shown in the financial statements for
the business year 2023/24.
3. Resolution on the granting of discharge to the members of the Management Board for the business year 2023
/24.
4. Resolution on the granting of discharge to the members of the Supervisory Board for the business year
2023/24.
5. Resolution regarding the determination of the remuneration of the members of the Supervisory Board for
the business year 2023/24.
6. Resolution on the remuneration report.
7. Election of the auditor and group auditor as well as (if applicable) the auditor of the sustainability
reporting for the business year 2024/25.
8. Elections to the Supervisory Board.
9. Resolution regarding the introduction of a new authorized capital in accordance with Section 169 Stock
Corporation Act by up to EUR 21,367,500.00 against cash contribution and/or contribution in kind, also with the
possibility to exclude the subscription right and regarding the amendment of the Articles of Association in Section
4.
10. Resolution regarding (a) the authorization of the Management Board to issue convertible bonds pursuant to
Section 174 (2) Stock Corporation Act with the possibility to exclude the subscription right, and (b) a conditional
increase of the nominal capital pursuant to Section 159 (2) (1) Stock Corporation Act and amendment of the Articles
of Association in Section 4 as well as authorization of the Supervisory Board to adopt amendments to the Articles
of Association resulting from the issuance of shares according to the conditional capital.

II. DOCUMENTS FOR THE GENERAL MEETING; INFORMATION PROVIDED ON THE WEBSITE

Pursuant to Section 108 (3) and (4) Stock Corporation Act, in particular, the following documents will be available on
the Company's website at www.ats.net (Investors > Annual General Meeting > 30th Ordinary General Meeting) no later than
June 13, 2024:
. Individual annual financial statements with directors' report,
. (Consolidated) corporate governance report,
. (Consolidated) non-financial report,
. Consolidated financial statements with consolidated directors' report,
. Report of the Supervisory Board pursuant to Section 96 Stock Corporation Act,
. Annual Report,
each for the business year 2023/24,
. The joint proposals for resolutions of the Management and Supervisory Boards concerning agenda items 2 to
6 and 9 to 10,
. The proposals for resolutions of the Supervisory Board concerning agenda items 7 and 8,
. The declarations pursuant to Section 87 (2) Stock Corporation Act (including CVs) of the persons
nominated for the elections to the Supervisory Board regarding professional qualifications, professional or similar
occupations, and that no circumstances exist which may cause concerns with regard to potential conflicts of
interest,
. Remuneration report,
. Report of the Management Board pursuant to Section 170 (2) Stock Corporation Act in conjunction with
Section 153 (4) Stock Corporation Act concerning agenda item 9,
. Report of the Management Board pursuant to Section 174 (4) in conjunction with Section 153 (4) Stock
Corporation Act concerning agenda item 10,
. Form for granting power of attorney,
. Form for granting power of attorney and instructions to the independent representative (IVA),
. Form for revoking power of attorney,
. Full text of this convocation.

III. RECORD DATE AND CONDITIONS FOR PARTICIPATION IN THE GENERAL MEETING

The entitlement to participate in the General Meeting and to exercise voting and other shareholder rights which are to
be asserted at the General Meeting is conditional on the holding of shares at the end of June 24, 2024 (24:00 hours,
Vienna time) (record date).

Only persons who are shareholders on the record date and who provide evidence thereof to the Company are entitled to
participate in the General Meeting.

For evidencing the shareholding on the record date, a deposit certificate in accordance with Section 10a Stock
Corporation Act must be submitted, which must be received by the Company no later than July 1, 2024 (24:00 hours,
Vienna time), exclusively by one of the following communication channels and addresses:

(i) for transmission of the deposit certificate in text form
By e-mail anmeldung.ats@hauptversammlung.at
(please provide deposit certificates in PDF format)
By telefax +43 (0) 1 8900 500 - 50
(ii) for transmission of the deposit certificate in hard copy
By post or courier AT & S Austria Technologie & Systemtechnik Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By SWIFT GIBAATWGGMS
(Message Type MT598 or MT599,
please ensure that ISIN AT0000969985 is indicated in the wording)

Shareholders are asked to contact their custodian bank and arrange for a deposit certificate to be issued and sent.

The record date has no impact on the saleability of the shares and is not relevant to dividend entitlements.

Deposit certificate in accordance with Section 10a Stock Corporation Act
The deposit certificate must be issued by the custodian bank domiciled in a member state of the European Economic Area
or in a full member state of the OECD and must contain the following information (Section 10a (2) Stock Corporation
Act):
. Information on the issuer: name/company and address or a code typically used in transactions between
banks (SWIFT code),
. Information on the shareholder: name/company, address, date of birth if shareholder is a natural person,
register and register number (if any) in the case of legal entities,
. Information on the shares: number of shares held by the shareholder; ISIN AT0000969985 (commonly used
international securities identification number),
. Deposit number, securities account number or other designation,
. Date or period of time to which the deposit certificate relates.

The deposit certificate used as evidence of shareholding for the purpose of participating in the General Meeting must
refer to the end of the record date of June 24, 2024 (24:00 hours, Vienna time).
The deposit certificate will be accepted in German or in English.

Proof of identity and admission
Shareholders and their representatives are requested to have a valid official photo ID available for identification
purposes at the registration.

If you come to the General Meeting as a representative, please take, in addition to your official photo ID, the power
of attorney with you. If the original of the power of attorney has already been sent to the Company, you will
facilitate admission if you present a copy of the power of attorney.

AT & S Austria Technologie & Systemtechnik Aktiengesellschaft reserves the right to ask for proof of identity of
persons appearing at the meeting. If it is not possible to verify a person's identity, admission may be denied.

To enable the smooth progress of the entrance control, shareholders are requested to arrive in good time before the
start of the General Meeting. Admission to collect voting cards will take place at 09:00.

IV. POSSIBILITY OF APPOINTING A REPRESENTATIVE AND THE PROCEDURE TO BE FOLLOWED
Each shareholder who is entitled to participate in the General Meeting and has evidenced this to the Company in
accordance with the specifications in this convocation under item III. has the right to appoint a representative who
will participate in the General Meeting on behalf of the shareholder and who has the same rights as the shareholder
whom he represents.

The power of attorney must be granted to a specific person (a natural person or a legal entity) in text form (Section
13 (2) Stock Corporation Act), whereby also several persons may be authorized.

The granting of a power of attorney is possible both before and during the General Meeting.

We offer the following communication channels and addresses for the transmission of powers of attorney:

By post or courier AT & S Austria Technologie & Systemtechnik Aktiengesellschaft
c/o HV-Veranstaltungsservice GmbH
8242 St. Lorenzen am Wechsel, Köppel 60
By telefax +43 (0) 1 8900 500 - 50
By e-mail anmeldung.ats@hauptversammlung.at
(Powers of attorney please in PDF format)
By SWIFT GIBAATWGGMS
(Message Type MT598 or MT599,
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June 06, 2024 06:43 ET (10:43 GMT)

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please ensure that ISIN AT0000969985 is indicated in the wording)
In person upon registration for the General Meeting at the meeting location

Powers of attorney must be received at one of the aforementioned addresses no later than July 3, 2024, 4:00 p.m.,
unless they are handed over at the registration point of the General Meeting on the day of the General Meeting.

A form for granting power of attorney and a form for revoking power of attorney will be available on the Company's
website at www.ats.net (Investors > Annual General Meeting > 30th Ordinary General Meeting) from June 13, 2024 at the
latest. In the interest of smooth processing, we kindly ask that you always use the forms provided.

Details on the authorization, in particular on the text form and the content of the power of attorney, can be found in
the form for granting power of attorney made available to shareholders.

If the shareholder has granted power of attorney to his/her custodian bank (Section 10a Stock Corporation Act), it is
sufficient if, in addition to the deposit certificate, the latter declares vis-à-vis the Company that it has been
granted power of attorney by one of the permitted means.

Shareholders may exercise their rights at the General Meeting in person even after having granted a power of attorney.
Appearing in person is deemed a revocation of a previously granted power of attorney.

The above provisions on the granting of power of attorney shall apply mutatis mutandis to the revocation of a power of
attorney.

Independent representative
As a special service, we offer our shareholders the option to have their voting rights exercised by an independent
representative appointed by the Company - the Austrian Shareholder Association (Interessenverband für Anleger - IVA),
Feldmühlgasse 22, 1130 Vienna, office@iva.or.at, Tel.: +43 1 87 63 343/30. On behalf of the Austrian Shareholder
Association, most likely Dr. Michael Knap (michael.knap@iva.or.at) will represent these shareholders at the General
Meeting. The costs for representation by the IVA will be borne by AT & S Austria Technologie & Systemtechnik
Aktiengesellschaft. All other costs, in particular the shareholder's own bank charges for the deposit certificate or
postage costs, must be borne by the shareholder.

The special form made available on the Company's website at www.ats.net no later than June 13, 2024 may be used to
issue a power of attorney to the IVA. The power of attorney must be received in a timely manner exclusively at one of
the addresses listed below:

By post or by courier Dr. Michael Knap, c/o Interessenverband für Anleger
(IVA), Feldmühlgasse 22, 1130 Vienna

By telefax  +43 (0) 1 8900 500 - 50 
or by email   anmeldung.ats@hauptversammlung.at 

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In the event that the IVA is authorized, Dr. Michael Knap exercises the voting right exclusively on the basis of the instructions issued by the shareholder, which can be indicated on the special power of attorney form. If no instructions have been indicated, the representative will vote in favor of the resolutions proposed by the Management Board and the Supervisory Board. Please note that the representative will not accept orders to speak, to object to resolutions of the General Meeting or to ask questions or propose motions.

The proposed resolutions that are put to the vote will be published by the Company on its website at www.ats.net.

V. INFORMATION ON SHAREHOLDER RIGHTS IN ACCORDANCE WITH SECTIONS 109, 110, 118 AND 119 STOCK CORPORATION ACT

1. Additions to the agenda by shareholders in accordance with Section 109 Stock Corporation Act

Shareholders whose shares individually or jointly amount to 5 % of the share capital and who have held their shares for at least three months prior to filing the request may submit a written request that additional items be added to the agenda of this General Meeting and published, provided that such written request is received by the Company by post or courier no later than 13 June 2024 (24:00 hours, Vienna time), at the address 8700 Leoben-Hinterberg, Fabriksgasse 13, attn: Mr. Robert Ranftler, General Counsel, or, if by e-mail, with qualified electronic signature to the e-mail address r.ranftler@ats.net or by SWIFT to the address GIBAATWGGMS. "In writing" means signed by all applicants by hand or with a company signature or, if sent by e-mail, with a qualified electronic signature or, if sent by SWIFT, using Message Type MT598 or Type MT599, always indicating ISIN AT0000969985 in the text.

Each agenda item thus requested must be accompanied by a proposed resolution and a statement of reasons. The agenda item and the proposed resolution, but not the statement of reasons, must in any case also be written in German. The shareholder status must be evidenced by providing a deposit certificate in accordance with Section 10a Stock Corporation Act, which confirms that the shareholders filing the request have held the shares for at least three months prior to filing the request and which must not be more than seven days old at the time of its provision to the Company. Multiple deposit certificates regarding shares that only jointly amount to a shareholding of 5 % must refer to the same point in time (day, time).

With respect to the other requirements for the deposit certificate, please refer to the information on the conditions for participation (item III. of this convocation).

2. Resolution proposals to the agenda by shareholders in accordance with Section 110 Stock Corporation Act

Shareholders whose shares individually or jointly amount to 1 % of the share capital may submit proposals for resolutions in text form together with a justification concerning each item of the agenda and request that such proposals be published on the Company's website registered in the commercial register together with the names of the respective shareholders, the accompanying justification and any comments by the Management Board or the Supervisory Board, provided that this request is received by the Company in text form no later than 25 June 2024 (24:00 hours, Vienna time), either at 8700 Leoben-Hinterberg, Fabriksgasse 13, attn: Mr. Robert Ranftler, General Counsel, or via telefax to +43 (0)1 8900 500 - 50, or via e-mail to r.ranftler@ats.net, whereby the request must be attached to the e-mail in text form, e.g. as a PDF-document. Where text form within the meaning of Section 13 (2) Stock Corporation Act is required for declarations, the declaration must be made in a document or in some other manner suitable for permanent reproduction in writing, the person making the declaration must be named and the end of the declaration must be recognizable by reproducing the signature of the name or otherwise. The proposed resolution, but not the justification, must in any case also be written in German.

In case of a proposal for the election of a member of the Supervisory Board, the statement pursuant to Section 87 (2) Stock Corporation Act of a nominated person replaces the justification.

The shareholder status must be evidenced by providing a deposit certificate in accordance with Section 10a Stock Corporation Act, which must not be more than seven days old at the time of its provision to the Company. Multiple deposit certificates regarding shares that only jointly amount to a shareholding of 1 % must refer to the same point in time (day, time).

With respect to the other requirements regarding the deposit certificate, please refer to the information on the conditions for participation (item III. of this convocation).

3. Information pursuant to Section 110 (2) sentence 2 Stock Corporation Act in conjunction with Section 86 (7) and (9) Stock Corporation Act

Regarding agenda item 8 "Elections to the Supervisory Board" and the possible submission of a corresponding election proposal by shareholders in accordance with Section 110 Stock Corporation Act, the Company provides the following information:

AT & S Austria Technologie & Systemtechnik Aktiengesellschaft is subject to Section 86 (7) Stock Corporation Act.

The Supervisory Board of AT & S Austria Technologie & Systemtechnik Aktiengesellschaft currently consists of nine members elected by the General Meeting (capital representatives) and five members delegated by the works council pursuant to Section 110 Labor Constitution Act. Of the nine capital representatives, six are men and three are women; of the five employee representatives, three are men and two are women.

It is announced that neither the majority of the capital representatives nor the majority of the employee representatives has raised an objection pursuant to Section 86 (9) Stock Corporation Act and therefore the joint fulfillment of the minimum quota pursuant to Section 86 (7) Stock Corporation Act applies.

Pursuant to Section 10 of the Articles of Association of AT & S Austria Technologie & Systemtechnik Aktiengesellschaft, the Supervisory Board consists of a minimum of three and a maximum of nine members elected by the Annual General Meeting and the members delegated in accordance with Section 110 (1) of the Austrian Labour Constitution Act (Arbeitsverfassungsgesetz, ArbVG).

If under agenda item 8 "Elections to the Supervisory Board" there is no increase in the number of members within the range provided for in the Articles of Association, it must be taken into account when shareholders submit an election proposal that, if the nominations are accepted, with nine members elected by the General Meeting and five members delegated pursuant to Section 110 (1) Labor Constitution Act, at least four women are members of the Supervisory Board.

4. Shareholders' right to information pursuant to Section 118 Stock Corporation Act

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